Mohit Educomp Pvt. Ltd. | Audit & Assurance 139 CHAPTER 10 THE COMPANY AUDIT APPOINTMENT OF AUDITORS SECTION: 139 APPOINTMENT OF FIRST AUDITOR:- As per section 139(6), First Auditor of a company other than Government Company shall be appointed by Board of Directors within 30 days from date of organization of company, failing which, SH within 90 days shall do the appointment in an EGM. As per section 139(7), First Auditor of a government company or co-owned or controlled, directly or indirectly by the CG, SG, or both, shall be appointed by the Comptroller and Auditor General of India within 60 days from Organization of Company, failing which Board of Directors shall appoint within NEXT 30 days failing which members shall appoint within 60 days at EGM. First auditor of all companies will hold office till conclusion of 1 st AGM. APPOINTMENT OF SUBSEQUENT AUDITORS:- SECTION: 139(1) Every company shall at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting. Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting. Provided further that before such appointment is made, the written consent of the auditor to such appointment shall be obtained from the auditor. Provided also that the certificate shall also indicate whether the auditor satisfies the criteria provided in section 141. Provided also that the company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed. SECTION: 139(2) No listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint- (a) an individual as auditor for more than one term of five consecutive years; and (b) an audit firm as auditor for more than two terms of five consecutive years: Provided that- (i) an individual auditor who has completed his term under clause(a) shall not be eligible for re-appointment as auditor in the same company for five years from the completion of his term; (ii) an audit firm which has completed its term under clause(b), shall not be eligible for re-appointment as auditor in the same company for five years from the completion of such term: Provided further that as on the date of appointment no audit firm having a common partner or partners to the other audit firm, whose tenure has expired in a company immediately preceding the financial year, shall be appointed as auditor of the same company for a period of five years. Provided also that every company, existing on or before the commencement of this Act which is required to comply with provisions of this sub-section, shall comply with the requirements of this sub-section within three years from the date of commencement of this Act: Provided also that, nothing contained in this sub-section shall prejudice the right of the company to remove an auditor or the right of the auditor to resign from such office of the company.
30
Embed
CHAPTER 10 THE COMPANY AUDIT · REMOVAL & RESIGNATION OF AUDITORS SECTION: 140 he is not disqualified for re-appointment; he has not given the company a notice in writing of his unwillingness
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Mohit Educomp Pvt Ltd | Audit amp Assurance 139
CHAPTER 10
THE COMPANY AUDIT
APPOINTMENT OF AUDITORS
SECTION 139
APPOINTMENT OF FIRST AUDITOR-
As per section 139(6) First Auditor of a company other than Government Company shall be appointed by Board of Directors within 30 days from date of organization of company failing which SH within 90 days shall do the appointment in an EGM As per section 139(7) First Auditor of a government company or co-owned or controlled
directly or indirectly by the CG SG or both shall be appointed by the Comptroller and Auditor General of India within 60 days from Organization of Company failing which Board of Directors shall appoint within NEXT 30 days failing which members shall appoint within 60 days at EGM First auditor of all companies will hold office till conclusion of 1st
AGM
APPOINTMENT OF SUBSEQUENT AUDITORS-
SECTION 139(1)
Every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting
Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting Provided further that before such appointment is made the written consent of the auditor to such appointment shall be obtained from the auditor Provided also that the certificate shall also indicate whether the
auditor satisfies the criteria provided in section 141 Provided also that the company shall inform the auditor concerned of his or its appointment and also file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed
SECTION 139(2)
No listed company or a company belonging to such class or classes of companies as may be prescribed shall appoint or re-appoint-
(a) an individual as auditor for more than one term of five consecutive years and
(b) an audit firm as auditor for more than two terms of five consecutive years
Provided that-
(i) an individual auditor who has completed his term under clause(a) shall not be eligible for re-appointment as auditor in the same company for five years from the completion of his term
(ii) an audit firm which has completed its term under clause(b) shall not be eligible for re-appointment as auditor in the
same company for five years from the completion of such term
Provided further that as on the date of appointment no audit firm having a common partner or partners to the other audit firm whose tenure has expired in a company immediately preceding the financial year shall be appointed as
auditor of the same company for a period of five years
Provided also that every company existing on or before the commencement of this Act which is required to comply with provisions of this sub-section shall comply with the requirements of this sub-section within three years from the
date of commencement of this Act
Provided also that nothing contained in this sub-section shall prejudice the right of the company to remove an auditor or the right of the auditor to resign from such office of the company
140 Audit amp Assurance | Mohit Educomp Pvt Ltd
SECTION 139(3)
Subject to the provisions of this Act members of a company may resolve to provide that-
(a) in the audit firm appointed by it the auditing partner and his team shall be rotated at such intervals as may be
resolved by members or
(b) the audit shall be conducted by more than one auditor
SECTION 139(4)
For the purpose of this Chapter the word ldquofirmrdquo shall include a limited liability partnership incorporated under the Limited Liability Partnership Act 2008
SECTION 139(5)
Notwithstanding anything contained in sub-section(1) in the case of a Government Company or any other company owned or controlled directly or indirectly by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments the Controller and Auditor-General
of India shall in respect of a financial year appoint an auditor duly qualified to be appointed as an auditor of companies under this Act within a period of one hundred and eighty days from the commencement of the financial year who shall hold office till the conclusion of the annual general meeting
Appointment of Auditor (Section 139)
First Auditor
Other than Government Company [Section 139(6)]
Appointment by BOD - within 30 days from DOR in case of failure Members in
EGM within 90 days
Hold the office till the conclusion of the first AGM
Goverment Company defined us 2 (45) [Section
139(7)]
Appointment by CampAG within 60 days from the DOR in case of failure
BOD within 30 days in case of failure Members in EGM
within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company [Section 139(1)]
Appointment by Members in AGM
Hold the office from 1st AGM to 6th AGM
subjection to fulfillment of certain conditions
Goverment Company defined us 2 (45) [Section
139(5)]
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 141
CASUAL VACANCY
SECTION 139(8)
Any casual vacancy in the office of an auditor shall-
(i) in the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Comptroller and Auditor-General of India be filled by the Board of Directors within thirty days but if such casual vacancy is as a result of the resignation of an auditor such appointment shall also be approved by the company at a
general meeting convened within three months of the recommendation of the Board and he shall hold the office till the conclusion of the next annual general meeting
(ii) in the case or of a company whose accounts are subject to audit by an auditor appointed by the Comptroller and
Auditor-General of India be filled by the Comptroller and Auditor-General of India within thirty days
Provided that in case the Comptroller and Auditor-General of India does not fill the vacancy within the said period the Board of Directors shall fill the vacancy within next thirty days
REAPPOINTMENT
SECTION 139(9)
Subject to the provisions of sub-section (1) and the rules made there under a retiring auditor may be re-appointed at
an annual general meeting if-
SECTION 139(10)
Where at any annual general meeting no auditor is appointed or re-appointed the existing auditor shall continue to
be the auditor of the company
AUDIT COMMITTEE
SECTION 139(11)
Where a company is required to constitute an Audit Committee under section 177 all appointments including the filing of a casual vacancy of an auditor under this section shall be made after taking into account the
recommendations of such committee
REMOVAL amp RESIGNATION OF AUDITORS
SECTION 140
he is not disqualified for re-appointment
he has not given the company a notice in writing of his unwillingness to be re-appointed and
a special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be re-appointed
The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company after obtaining the previous approval of the Central Government
The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation a statement in the prescribed form with the company and the Registrar and in case of Government Companies the auditor shall also file such statement with the Comptroller and Auditor- General of India indicating the reasons and other facts as may be relevant with regard to his resignation
If the auditor does not comply with sub-section (2) he or it shall be punishable with fine which shall not be less than fifty-thousand rupees but which may extend to five lakh rupees
142 Audit amp Assurance | Mohit Educomp Pvt Ltd
QUALIFICATION amp DISQUALIFICATIONS
SECTION 141
1 A person shall be eligible for appointment as an auditor of a company only if he is a Chartered Accountant
Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company
2 When a firm including a limited liability partnership is appointed as an auditor of a company only the partners who
are chartered accountants shall be authorised to act and sign on behalf of the firm
Eligibility and qualifications for appointment
3 The following persons shall not be eligible for appointment as an auditor of a company namely-
(a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act 2008(6 of 2009)
(b) an officer or employee of the company
(c) a person who is a partner or who is in the employment of an officer or employee of the company
(d) a person who or his relative or partner-
(i) is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a
subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding one lac rupees or such sum as may be prescribed (corrective action may be taken within 60 days)
(ii) is indebted to the company or its subsidiary or its holding or associate company or a subsidiary of such holding company in excess of Rs5 lacs or
(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the
company or its subsidiary or its holding or associate company or a subsidiary of such holding company exceeding Rs1 lac
(e) a person or a firm who whether directly or indirectly has business relationship with the company or its subsidiary
or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed
(f) a person whose relative is a director or is in employment of the company as a director or key managerial
personnel
(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such persons or partner is at the date of such appointment or reappointment holding appointment as
auditor of more than twenty companies
(h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction
(i) any person whose subsidiary or associate company or any other form of entity is engaged as on the date of appointment in consulting and specialised services as provided in section 144
Only a Chartered Accountant (CA) shall be eligible to be appointed as auditor of a CompanyCompany
Incase of a firm where majority of partners practising in India are
qualified for appointment as aforesaid may be appointed by its
firm name to be auditor of a company
Where a firm including a limited liability partnership is appointed as an auditor of a company only the
partners who are chartered accountants shall be authorised to act and sign on behalf of the firm
Mohit Educomp Pvt Ltd | Audit amp Assurance 143
(j) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be casual vacancy in the office of the auditor
RESIGNATION OF AUDITOR
Section 140(2) 140(3) and rule 8
The auditor who has resigned from the company shall file a statement in from ADT-3 indicating the reasons and other
facts as may be relevant with regard to his resignation as follow
REMUNERATION OF AUDITOR
Section 142 of the Act prescribed that the remuneration of the auditor of a company shall be fixed in its general
meeting or in such manner as may be determined therein Board may fix remuneration of the first auditor appointed by it The remuneration will be in addition to the out of pocket expensed incurred by the auditor in connection with the audit of the company and any remuneration paid to him for any other service rendered by him at the request of the
company
In case of other then Government Company the auditor shall within 30 days from the date of resignation file such statement to the company and the registrar
In case of Government Company or government controlled company auditors shall within 30 days from the resignation file such statement to the company and the Registrar and also file the statement with the Comptroller and auditors General of India (CAG)
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
140 Audit amp Assurance | Mohit Educomp Pvt Ltd
SECTION 139(3)
Subject to the provisions of this Act members of a company may resolve to provide that-
(a) in the audit firm appointed by it the auditing partner and his team shall be rotated at such intervals as may be
resolved by members or
(b) the audit shall be conducted by more than one auditor
SECTION 139(4)
For the purpose of this Chapter the word ldquofirmrdquo shall include a limited liability partnership incorporated under the Limited Liability Partnership Act 2008
SECTION 139(5)
Notwithstanding anything contained in sub-section(1) in the case of a Government Company or any other company owned or controlled directly or indirectly by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments the Controller and Auditor-General
of India shall in respect of a financial year appoint an auditor duly qualified to be appointed as an auditor of companies under this Act within a period of one hundred and eighty days from the commencement of the financial year who shall hold office till the conclusion of the annual general meeting
Appointment of Auditor (Section 139)
First Auditor
Other than Government Company [Section 139(6)]
Appointment by BOD - within 30 days from DOR in case of failure Members in
EGM within 90 days
Hold the office till the conclusion of the first AGM
Goverment Company defined us 2 (45) [Section
139(7)]
Appointment by CampAG within 60 days from the DOR in case of failure
BOD within 30 days in case of failure Members in EGM
within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company [Section 139(1)]
Appointment by Members in AGM
Hold the office from 1st AGM to 6th AGM
subjection to fulfillment of certain conditions
Goverment Company defined us 2 (45) [Section
139(5)]
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 141
CASUAL VACANCY
SECTION 139(8)
Any casual vacancy in the office of an auditor shall-
(i) in the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Comptroller and Auditor-General of India be filled by the Board of Directors within thirty days but if such casual vacancy is as a result of the resignation of an auditor such appointment shall also be approved by the company at a
general meeting convened within three months of the recommendation of the Board and he shall hold the office till the conclusion of the next annual general meeting
(ii) in the case or of a company whose accounts are subject to audit by an auditor appointed by the Comptroller and
Auditor-General of India be filled by the Comptroller and Auditor-General of India within thirty days
Provided that in case the Comptroller and Auditor-General of India does not fill the vacancy within the said period the Board of Directors shall fill the vacancy within next thirty days
REAPPOINTMENT
SECTION 139(9)
Subject to the provisions of sub-section (1) and the rules made there under a retiring auditor may be re-appointed at
an annual general meeting if-
SECTION 139(10)
Where at any annual general meeting no auditor is appointed or re-appointed the existing auditor shall continue to
be the auditor of the company
AUDIT COMMITTEE
SECTION 139(11)
Where a company is required to constitute an Audit Committee under section 177 all appointments including the filing of a casual vacancy of an auditor under this section shall be made after taking into account the
recommendations of such committee
REMOVAL amp RESIGNATION OF AUDITORS
SECTION 140
he is not disqualified for re-appointment
he has not given the company a notice in writing of his unwillingness to be re-appointed and
a special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be re-appointed
The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company after obtaining the previous approval of the Central Government
The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation a statement in the prescribed form with the company and the Registrar and in case of Government Companies the auditor shall also file such statement with the Comptroller and Auditor- General of India indicating the reasons and other facts as may be relevant with regard to his resignation
If the auditor does not comply with sub-section (2) he or it shall be punishable with fine which shall not be less than fifty-thousand rupees but which may extend to five lakh rupees
142 Audit amp Assurance | Mohit Educomp Pvt Ltd
QUALIFICATION amp DISQUALIFICATIONS
SECTION 141
1 A person shall be eligible for appointment as an auditor of a company only if he is a Chartered Accountant
Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company
2 When a firm including a limited liability partnership is appointed as an auditor of a company only the partners who
are chartered accountants shall be authorised to act and sign on behalf of the firm
Eligibility and qualifications for appointment
3 The following persons shall not be eligible for appointment as an auditor of a company namely-
(a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act 2008(6 of 2009)
(b) an officer or employee of the company
(c) a person who is a partner or who is in the employment of an officer or employee of the company
(d) a person who or his relative or partner-
(i) is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a
subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding one lac rupees or such sum as may be prescribed (corrective action may be taken within 60 days)
(ii) is indebted to the company or its subsidiary or its holding or associate company or a subsidiary of such holding company in excess of Rs5 lacs or
(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the
company or its subsidiary or its holding or associate company or a subsidiary of such holding company exceeding Rs1 lac
(e) a person or a firm who whether directly or indirectly has business relationship with the company or its subsidiary
or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed
(f) a person whose relative is a director or is in employment of the company as a director or key managerial
personnel
(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such persons or partner is at the date of such appointment or reappointment holding appointment as
auditor of more than twenty companies
(h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction
(i) any person whose subsidiary or associate company or any other form of entity is engaged as on the date of appointment in consulting and specialised services as provided in section 144
Only a Chartered Accountant (CA) shall be eligible to be appointed as auditor of a CompanyCompany
Incase of a firm where majority of partners practising in India are
qualified for appointment as aforesaid may be appointed by its
firm name to be auditor of a company
Where a firm including a limited liability partnership is appointed as an auditor of a company only the
partners who are chartered accountants shall be authorised to act and sign on behalf of the firm
Mohit Educomp Pvt Ltd | Audit amp Assurance 143
(j) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be casual vacancy in the office of the auditor
RESIGNATION OF AUDITOR
Section 140(2) 140(3) and rule 8
The auditor who has resigned from the company shall file a statement in from ADT-3 indicating the reasons and other
facts as may be relevant with regard to his resignation as follow
REMUNERATION OF AUDITOR
Section 142 of the Act prescribed that the remuneration of the auditor of a company shall be fixed in its general
meeting or in such manner as may be determined therein Board may fix remuneration of the first auditor appointed by it The remuneration will be in addition to the out of pocket expensed incurred by the auditor in connection with the audit of the company and any remuneration paid to him for any other service rendered by him at the request of the
company
In case of other then Government Company the auditor shall within 30 days from the date of resignation file such statement to the company and the registrar
In case of Government Company or government controlled company auditors shall within 30 days from the resignation file such statement to the company and the Registrar and also file the statement with the Comptroller and auditors General of India (CAG)
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 141
CASUAL VACANCY
SECTION 139(8)
Any casual vacancy in the office of an auditor shall-
(i) in the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Comptroller and Auditor-General of India be filled by the Board of Directors within thirty days but if such casual vacancy is as a result of the resignation of an auditor such appointment shall also be approved by the company at a
general meeting convened within three months of the recommendation of the Board and he shall hold the office till the conclusion of the next annual general meeting
(ii) in the case or of a company whose accounts are subject to audit by an auditor appointed by the Comptroller and
Auditor-General of India be filled by the Comptroller and Auditor-General of India within thirty days
Provided that in case the Comptroller and Auditor-General of India does not fill the vacancy within the said period the Board of Directors shall fill the vacancy within next thirty days
REAPPOINTMENT
SECTION 139(9)
Subject to the provisions of sub-section (1) and the rules made there under a retiring auditor may be re-appointed at
an annual general meeting if-
SECTION 139(10)
Where at any annual general meeting no auditor is appointed or re-appointed the existing auditor shall continue to
be the auditor of the company
AUDIT COMMITTEE
SECTION 139(11)
Where a company is required to constitute an Audit Committee under section 177 all appointments including the filing of a casual vacancy of an auditor under this section shall be made after taking into account the
recommendations of such committee
REMOVAL amp RESIGNATION OF AUDITORS
SECTION 140
he is not disqualified for re-appointment
he has not given the company a notice in writing of his unwillingness to be re-appointed and
a special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be re-appointed
The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company after obtaining the previous approval of the Central Government
The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation a statement in the prescribed form with the company and the Registrar and in case of Government Companies the auditor shall also file such statement with the Comptroller and Auditor- General of India indicating the reasons and other facts as may be relevant with regard to his resignation
If the auditor does not comply with sub-section (2) he or it shall be punishable with fine which shall not be less than fifty-thousand rupees but which may extend to five lakh rupees
142 Audit amp Assurance | Mohit Educomp Pvt Ltd
QUALIFICATION amp DISQUALIFICATIONS
SECTION 141
1 A person shall be eligible for appointment as an auditor of a company only if he is a Chartered Accountant
Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company
2 When a firm including a limited liability partnership is appointed as an auditor of a company only the partners who
are chartered accountants shall be authorised to act and sign on behalf of the firm
Eligibility and qualifications for appointment
3 The following persons shall not be eligible for appointment as an auditor of a company namely-
(a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act 2008(6 of 2009)
(b) an officer or employee of the company
(c) a person who is a partner or who is in the employment of an officer or employee of the company
(d) a person who or his relative or partner-
(i) is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a
subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding one lac rupees or such sum as may be prescribed (corrective action may be taken within 60 days)
(ii) is indebted to the company or its subsidiary or its holding or associate company or a subsidiary of such holding company in excess of Rs5 lacs or
(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the
company or its subsidiary or its holding or associate company or a subsidiary of such holding company exceeding Rs1 lac
(e) a person or a firm who whether directly or indirectly has business relationship with the company or its subsidiary
or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed
(f) a person whose relative is a director or is in employment of the company as a director or key managerial
personnel
(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such persons or partner is at the date of such appointment or reappointment holding appointment as
auditor of more than twenty companies
(h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction
(i) any person whose subsidiary or associate company or any other form of entity is engaged as on the date of appointment in consulting and specialised services as provided in section 144
Only a Chartered Accountant (CA) shall be eligible to be appointed as auditor of a CompanyCompany
Incase of a firm where majority of partners practising in India are
qualified for appointment as aforesaid may be appointed by its
firm name to be auditor of a company
Where a firm including a limited liability partnership is appointed as an auditor of a company only the
partners who are chartered accountants shall be authorised to act and sign on behalf of the firm
Mohit Educomp Pvt Ltd | Audit amp Assurance 143
(j) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be casual vacancy in the office of the auditor
RESIGNATION OF AUDITOR
Section 140(2) 140(3) and rule 8
The auditor who has resigned from the company shall file a statement in from ADT-3 indicating the reasons and other
facts as may be relevant with regard to his resignation as follow
REMUNERATION OF AUDITOR
Section 142 of the Act prescribed that the remuneration of the auditor of a company shall be fixed in its general
meeting or in such manner as may be determined therein Board may fix remuneration of the first auditor appointed by it The remuneration will be in addition to the out of pocket expensed incurred by the auditor in connection with the audit of the company and any remuneration paid to him for any other service rendered by him at the request of the
company
In case of other then Government Company the auditor shall within 30 days from the date of resignation file such statement to the company and the registrar
In case of Government Company or government controlled company auditors shall within 30 days from the resignation file such statement to the company and the Registrar and also file the statement with the Comptroller and auditors General of India (CAG)
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
142 Audit amp Assurance | Mohit Educomp Pvt Ltd
QUALIFICATION amp DISQUALIFICATIONS
SECTION 141
1 A person shall be eligible for appointment as an auditor of a company only if he is a Chartered Accountant
Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company
2 When a firm including a limited liability partnership is appointed as an auditor of a company only the partners who
are chartered accountants shall be authorised to act and sign on behalf of the firm
Eligibility and qualifications for appointment
3 The following persons shall not be eligible for appointment as an auditor of a company namely-
(a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act 2008(6 of 2009)
(b) an officer or employee of the company
(c) a person who is a partner or who is in the employment of an officer or employee of the company
(d) a person who or his relative or partner-
(i) is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a
subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding one lac rupees or such sum as may be prescribed (corrective action may be taken within 60 days)
(ii) is indebted to the company or its subsidiary or its holding or associate company or a subsidiary of such holding company in excess of Rs5 lacs or
(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the
company or its subsidiary or its holding or associate company or a subsidiary of such holding company exceeding Rs1 lac
(e) a person or a firm who whether directly or indirectly has business relationship with the company or its subsidiary
or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed
(f) a person whose relative is a director or is in employment of the company as a director or key managerial
personnel
(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such persons or partner is at the date of such appointment or reappointment holding appointment as
auditor of more than twenty companies
(h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction
(i) any person whose subsidiary or associate company or any other form of entity is engaged as on the date of appointment in consulting and specialised services as provided in section 144
Only a Chartered Accountant (CA) shall be eligible to be appointed as auditor of a CompanyCompany
Incase of a firm where majority of partners practising in India are
qualified for appointment as aforesaid may be appointed by its
firm name to be auditor of a company
Where a firm including a limited liability partnership is appointed as an auditor of a company only the
partners who are chartered accountants shall be authorised to act and sign on behalf of the firm
Mohit Educomp Pvt Ltd | Audit amp Assurance 143
(j) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be casual vacancy in the office of the auditor
RESIGNATION OF AUDITOR
Section 140(2) 140(3) and rule 8
The auditor who has resigned from the company shall file a statement in from ADT-3 indicating the reasons and other
facts as may be relevant with regard to his resignation as follow
REMUNERATION OF AUDITOR
Section 142 of the Act prescribed that the remuneration of the auditor of a company shall be fixed in its general
meeting or in such manner as may be determined therein Board may fix remuneration of the first auditor appointed by it The remuneration will be in addition to the out of pocket expensed incurred by the auditor in connection with the audit of the company and any remuneration paid to him for any other service rendered by him at the request of the
company
In case of other then Government Company the auditor shall within 30 days from the date of resignation file such statement to the company and the registrar
In case of Government Company or government controlled company auditors shall within 30 days from the resignation file such statement to the company and the Registrar and also file the statement with the Comptroller and auditors General of India (CAG)
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 143
(j) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be casual vacancy in the office of the auditor
RESIGNATION OF AUDITOR
Section 140(2) 140(3) and rule 8
The auditor who has resigned from the company shall file a statement in from ADT-3 indicating the reasons and other
facts as may be relevant with regard to his resignation as follow
REMUNERATION OF AUDITOR
Section 142 of the Act prescribed that the remuneration of the auditor of a company shall be fixed in its general
meeting or in such manner as may be determined therein Board may fix remuneration of the first auditor appointed by it The remuneration will be in addition to the out of pocket expensed incurred by the auditor in connection with the audit of the company and any remuneration paid to him for any other service rendered by him at the request of the
company
In case of other then Government Company the auditor shall within 30 days from the date of resignation file such statement to the company and the registrar
In case of Government Company or government controlled company auditors shall within 30 days from the resignation file such statement to the company and the Registrar and also file the statement with the Comptroller and auditors General of India (CAG)
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
144 Audit amp Assurance | Mohit Educomp Pvt Ltd
AUDITORrsquoS RIGHT TO ATTEND GENERAL MEETING Section 146
All notice of any general meeting shall be forwarded to the auditor of the company and he must attend any general meeting either by himself or through his authorized representative (qualified to be an auditor) and shall have right to
be heard at such meeting on any part of the business which concerns him as the auditor
POWER AND DUTIES OF AUDITORS 143 (1)
POWERSRIGHTS OF AUDITORS
The auditor has the following powersrights while conducting an audit
(a) Right of access to books etcndashSection 143(1) of the Act provides that the auditor of a company at all times shall have a right of access to the books of account and vouchers of the company whether kept at the registered office of
the company or at any other place and he is entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor
The phrase lsquobooks accounts and vouchersrsquo includes all books which have any bearing or are likely to have any
bearing on the accounts whether these be the usual financial books or the statutory or statistical books memoranda books eg inventory books costing records and the like may also be inspected by the auditor Similarly the term lsquovoucherrsquo includes all or any of the correspondence which may in any way serve to vouch for the accuracy of the
accounts Thus the right of access is not restricted to books of account alone and it is for the auditor to determine what record or document is necessary for the purpose of the audit
The right of access is not limited to those books and records maintained at the registered or head office so that in the
case of a company with branches the right also extends to the branch records if the auditor considers it necessary to have access thereto as per Section143(8)
(b) Right to obtain information and explanation from officers - This right of the auditor to obtain from the officers of the
company such information and explanations as he may think necessary for the performance of his duties as auditor is a wide and important power In the absence of such power the auditor would not be able to obtain details of amount collected by the directors etc from any other company firm or person as well as of any benefits in kind derived by the
directors from the company which may not be known from an examination of the books It is for the auditor to decide the matters in respect of which information and explanations are required by him When the auditor is not provided the information required by him or is denied access to books etc his only remedy would be to report to the members that
he could not obtain all the information and explanations he had required or considered necessary for the performance of his duties as auditors
(c) Right to receive notices and to attend general meeting ndash The auditors of a company are entitled to attend any
general meeting of the company (the right is not restricted to those at which the accounts audited by them are to be discussed) also to receive all the notices and other communications relating to the general meetings which members are entitled to receive and to be heard at any general meeting in any part of the business of the meeting which
concerns them as auditors
(d) Right to report to the members of the company on the accounts examined by him ndash The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are
required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made there under or under any order made
under this section and to the best of his information and knowledge the said accounts financial statements give a true and fair view of the state of the companyrsquos affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed
(e) Right to Lien ndash In terms of the general principles of law any person having the lawful possession of somebody elsersquos property on which he has worked may retain the property for non-payment of his dues on account of the work done on the property On this premise auditor can exercise lien on books and documents placed at his possession by
the client for non payment of fees for work done on the books and documents The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
(ii) Documents retained must belong to the client who owes the money
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 145
(iii) Documents must have come into possession of the auditor on the authority of the client They must not have been received through irregular or illegal means In case of a company client they must be received on the authority of the Board of Directors
(iv) The auditor can retain the documents only if he has done work on the documents assigned to him
(v) Such of the documents can be retained which are connected with the work on which fees have not been paid
DUTIES OF AUDITORS
Sections 143 of the Companies Act 2013 specifies the duties of an auditor of a company in a quite comprehensive manner It is noteworthy that scope of duties of an auditor has generally been extending over all these years
(1) Duty of Auditor to Inquire on Certain Matters It is the duty of auditor to inquire into the following matters-
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the
interests of the company
(c) where the company not being an investment company or a banking company whether so much of the assets of the company as consist of shares debentures and other securities have been sold at a price less than that at
which they were purchased by the company
(d) whether loans and advances made by the company have been shown as deposits
(e) whether personal expenses have been charged to revenue account
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash whether cash has actually been received in respect of such allotment and if no cash has actually been so received whether the position as stated in the account books and the balance sheet is correct regular and not
misleading
The opinion of the Research Committee of the Institute of Chartered Accountants of India on section 143(1) is reproduced below
ldquoThe auditor is not required to report on the matters specified in sub-section
(1) unless he has any special comments to make on any of the items referred to therein If he is satisfied as a result of the inquiries he has no further duty to report that he is so satisfied In such a case the content of the Auditorrsquos Report
will remain exactly the same as the auditor has to inquire and apply his mind to the information elicited by the enquiry in deciding whether or not any reference needs to be made in his report In our opinion it is in this light that the auditor has to consider his duties under section 143(1)rdquo
Therefore it could be said that the auditor should make a report to the members in case he finds answer to any of these matters in adverse
AUDIT REPORT
Section 143 (2) prescribed that auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which is required to be laid in the general meeting of the company The audit should take into consideration the provisions of this Act the Accounting and Auditing standards and matter which are
required under this Act or rules made thereunder or under any order made us 143(11)
Loans and advances made by the company
Transaction represented by
book entries
Sale of investment
Loans and advances shown as deposits
Charging of personal
expenses to revenue account
Allotment of shares for cash
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
146 Audit amp Assurance | Mohit Educomp Pvt Ltd
Duty to report As per section 143(3) the auditorrsquos report shall also state ndash
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not the details thereof and the effect of such information on
the financial statements
(b) whether in his opinion proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been
received from branches not visited by him
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the companyrsquos auditors has been sent to him under the proviso to that sub-section and the manner in
which he has dealt with it in preparing his report
(d) whether the companyrsquos balance sheet and profit and loss account dealt with in the report are in agreement with the books of account and returns
(e) whether in his opinion the financial statements comply with the accounting standards
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of the section 164
(h) any qualification reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith
(i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
(j) such other matters as may be prescribed Rule 11 of the Companies (Audit and Auditors) Rules 2014 prescribes
the other matters to be included in auditorrsquos report The auditorrsquos report shall also include their views and comments on the following matters namely-
(a) whether the company has disclosed the impact if any of pending litigations on its financial position in its financial
statement
(b) whether the company has made provision as required under any law or accounting standards for material foreseeable losses if any on long term contracts including derivative contracts
(c) whether there has been any delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the company
(d) whether the company had provided requisite disclosures in its financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and if so whether these are in accordance with the books of accounts maintained by the companyrdquo
POWERS OF COMPTROLLER AND AUDITOR-GENERAL OF INDIA IN CASE GOVERNMENT
COMPANY Section 143(5) to 143(7)
In case of Government Company the audit report among other things shall include the directions if any issued by the comptroller and auditor ndashGeneral of India (CAG) the action taken and the impact thereof on the Companyrsquos
accounts and financial statement
The CAG shall have a right to the conduct a supplementary audit of financial statement of the company and comment upon or supplement such audit report within 60 days from the date of receipt of the audit report us 143(5)
Provided that any comments given by the CAG upon or supplement to the audit report shall be sent by the company to every person entited to copies of audited financial statement us 136(1) and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 147
BRANCH AUDIT ndashSECTION 143 (8) AND RULE 12
Branch auditor Accounts of branch office can be audited by-
1 The companyrsquos auditorrsquos or
2 Any other person qualified to be and appointed as an auditor as per the provision of the Act as branch auditor or
In case of foreign branch by the companyrsquos auditor or by an accountant or a competent persone appointed in accordance with the prevailing laws of the foreign country
AUDITING STANDARDS ndash SECTION 143 (9) amp (10)
Every auditor must comply with the auditing standards While the Central Government prescribes the Auditing Standards or addendums thereto it shall consult with and take recommendation of the Institute of Chartered
Accountants of India (ICAI) and the National Financial Reporting Authority (NFRA) Till such time the auditing standards are notified by the Central Government the auditing standards specified by the ICAI are deemed to be the auditing standards
REPORTING OF FRAUDS BY AUDITOR- Section 143(12) to 143 (15) amp Rule 13
Section 143 (12) and rule 13 provides that if the auditor of a company in thye course of the performance of his duties
as auditor has reason to believe that an offence involving fraud is being or has been commited against the company by officers or employees of the company he shall report the matter to the Central Government immediately but not later then 60 days of his knowledge and after following the procedure indicated herein below
(i) Auditor shall forward his report to the Borad or the Audit Committee as the case may be immediately after he comes to knowledge of the fraud seeking their reply or observation within 45 days
(ii) On receipt of such reply or observations the auditor shall forward his report and the reply or observations of the
Board or the Audit Committee alongwith his comment (on such reoly or observation of the Board or the Audit committee ) to the Central Government within 15 days of receipt of such reply or observation
AUDITOR NOT TO RENDER CERTAIN SERVICES (PROHIBITED SERVICES)- Section 144
An auditor shall provided to the company only such other services as are approved by the Board of directors the audit committee but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holding company or subsidiary company namely-
Audit of Government Companies
Section 143(5) darr
Appointment of auditor by CampAG as per section 139(5) or 139(7) +
Directions by CampAG the manner in which accounts shall be audited +
Submission of Auditors Report to CampAG including- Directions issued if any
Action taken thereon Impact on Accounts
Section 143(6) darr
CampAGs right to- Conduct
supplementary audit Comment upon or supplement such
audit report
Section 143(7) darr
CampAG may by an order cause test
audit
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
148 Audit amp Assurance | Mohit Educomp Pvt Ltd
APPOINTMENT OF AUDITOR OTHER RETIRING AUDITOR BY SPECIAL NOTICE ndash Section 140 (4)
Special notice shall be required from members proposing to move a resolution at the next annual general meeting to
appoint a person other then the retiring auditor or to provide that the retiring auditor shall not be re- appointed
POWERS OF TRIBUNAL ndash Section -140(5)
A National Company Law Tribunal(NCLT) can either
(a) Suo moto or
(b) On an application from Central Government or
(c) On an application from person concerned
Can direct the company to change the auditor if it is satisfied that the Auditor of a company has whether directly or indirectly acted in a fraudulent manner or abetted or colluded in any fraud by or in relation to the company or its
directors or officers
SIGNING OF AUDIT REPORTS ndash Section 145
Auditor shall sign the auditorrsquos report of the company Any qualification observation or comments on fianancial
transaction matters which have any adverse effort on the functioning of the company mentioned in the auditorrsquos report shall be read before the Company in general meeting and shall be open to inspection by any member of the company
PUNISHMENT FOR CONTRAVENTION ndashSection 147
For the company
1 If any of the provisions of sections 139 to 146 (both inclusive) is contravened the company shall be punishable
with fine which shall not be less then Rs 25000 ndash but which may extend to Rs 500000 and every officer in default shall be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less Rs 10000 but extend to Rs 1 Lac or both
For the auditor
2 If an auditor of a company contravenes any of the provisions of section 139 section 143 section 144 or section 145 the auditor shall be punishable with fine which shall not be less then Rs 25000 but which may extent to Rs
500000 If an auditor has contravened such provision knowingly or willfully with the intention to deceive the companyshareholdercreditorsauthorities he shall be punishable with imprisonment for a term which may extend to 1 year may with fine which shall not be less then Rs 100000 which may extend to Rs 2500000
APPOINTMENNT OF COST AUDITOR
The audit under sub-section (2) of section 148 of the Companies Act 2013 (Act) shall be conducted by a Cost Accountant in practice who shall be appointed by the Board on such remuneration as may be determined by the
members (that means shareholders to fix remuneration) in a following manner
Accounting and book keeping services
Internal audit
Design and implementation of any financial information
system
Actuarial services
Investment advisory services
Investment banking services
Rendering of services and
Any other kind of services as may be
prescribed
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 149
a The companies required to get its cost record audited shall within 180 days of commencement of every financial year appoint a cost auditor
b Every company referred to in sub-rule (1) shall inform the cost auditor concerned of his or its appointment as such
and file a notice of such appointment with the Central Government within a period of 30 days of Board meeting in which such appointment is made or within a period of one hundred and eighty days of the commencement of the financial year which is earlier through electronic mode in form CRA-2
c Every cost auditor appointed as such shall continue in such capacity till the expiry of 180 days from the closure of financial year or till he submits the cost audit report for the financial year for which he has been appointed
d Any casual vacancy in the office of a cost auditor whether due to resignation death or removal shall b e filled by
the Board of Directors within 30 days of occurrence of such vacancy and the company shall inform the Central Government in form CRA-2 within 30 days of such appointment of Cost Auditor
e Provided that no peron appointed under section 139 as Cost Auditor (that means statutory auditors) of the company
shall be appointed for conducting the audit of cost records
f Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards
Explanation ndash for the purpose of this sub-section the expression ldquocost auditing standardrdquo mean such standards as are
issued by the institute of Cost and Work Accountant of India Constituted under the Ost and Work Accountant Act 1959 with the approval of Central Government
g An audit conducted under this section shall be in addition to the audit conducted under section 143
h The qualifications disqualifications rights duties and obligations applicable to statutory auditors shall so far as may be applicable apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the
company
COST RECORDS
The Central Government is empowered to direct by order in respect of such class of companies engaged in
production of such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or the other items of cost as may be prescribed (given below in tabular format) shall also be included in the books of accounts kept by that class of companies
Provided that the Central Government shall before issuing such order in respect of any class companies regulated under a special act consult the Regulatory body constituted of established under such special Act
a Every companies falling under companies (cost record and audit) Rules 2014 (given below in tabular format)
including all units and branches thereof shall in respect of each of its financial year commencing on or after the 1st day of April 2014 maintain cost records in form CRA-1
However in case of item no 12 and 24 to 32 under category B ie non-regulated items It shall apply in respect of
each of its financial year commencing on or after 1st day of April 2015
b The cost records shall be maintained in such manner so as to enable the company to exercise as far as possible control over the various operations and costs to achieve optimum economies in utilization of resources and these
records shall also provide necessary data which is required to be furnished under these rules
Exception to the cost records requirement
The requirement for cost audit under these rules shall not be applicable to a company covered under the rules if
revenue from exports in foreign exchange exceeds 75 of iths total revenue or it is operating from a special economic zone
Cost Audit
In a case the Central Government is of the opinion that it is necessary to do so it may be order direct that the audit of cost records of class of companies which are covered under sub-section (1) of section 148 and which have a net worth of such amount as may be prescribed or a turnover of such amount as may be prescribed shall be conducted
in the manner specified in the order
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
150 Audit amp Assurance | Mohit Educomp Pvt Ltd
Provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the Board of Directors of the company
a The Cost Auditor shall forward his report to the Board of Directors of the company within a period of 180 days from
the closure of financial year to which the reports relates and the board of directors shall consider and examine such report particularly any reservation of qualification contained therein
b Every company covered under these rules shall within a period of 30 days from the date of receipt of a copy of the
cost report furnish the Central Government with such report along with full information and explanation on every reservation
Appointment of Auditors ndash Summary- 1
Appointment of Auditors ndash Summary- 2
First Auditor
Other than Government Company
Appointment by BOD - within 30 days from DOR
In case of failure Members in EGM within 90 days
Hold the office till the conclusion of the first AGM
Government Company
Appointment by CampAG within 60 days from the DOR
In case of failure BOD within 30 days
In case of failure Members in EGM within 60 days
Hold the office till the conclusion of the first AGM
Subsequent Auditor
Other than Government Company
Appointment by Members in GM
Hold the office from 1st AGM to 6th AGM subjection to fulfillment of certain conditions
Government Company
Appointment by Camp AG within 180 days from the commencement of year
Hold the office till the conclusion of the AGM
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 151
Appointment of Auditors ndash Summary- 3
Right to lien
In terms of the general principles of law any person having the lawful possession of somebody else1048950property on
which he has worked may retain the property for non-payment of his dues on account of the work done on the property
On this premise auditor can exercise lien on books and documents placed at his possession by the client for non
payment of fees for work done on the books and documents
The Institute of Chartered Accountants in England and Wales has expressed a similar view on the following conditions
Documents retained must belong to the client who owes the money Documents must have come into possession of the auditor on the authority of the client They must not have been
received through irregular or illegal means In case of a company client they must be received on the authority of
the Board of Directors The auditor can retain the documents only if he has done work on the documents assigned to him Such of the documents can be retained which are connected with the work on which fees have not been paid
Question 1
JKT Ltd having 40 lacs paid up capital 950 crores reserves and turnover last three consecutive financial year immediately preceding the financial year under audit being 49 crores 145 crores and 260 crores but does not
have any internal audit system In view of the management internal audit system is not mandatory comment
Answer
Application of provision of internal audit As per section 138 of the company act 2013 read with rule 13 of Companies
(Audit and auditors) Rules 2014 every private4 company shall be required to appoint an internal auditor or a firm of internal auditor having-
(i) Turnover of two hundred crores rupees or more during the preceding financial year or
(ii) Outstanding loan or borrowing from bank or public financial institution exceeding one hundred crores rupees or more at of any point of time during the preceding financial years at any point of time during the preceding financial year
In the instant case JKT Ltd is having turnover of rupees 260 crores during the preceding financial year which more then two hundred crores rupees Hence the Company has the statutory liability to appoint an internal auditor and mandatorily conduct internal audit
Filling of casual vacancy
Other Companies
To be filled by BOD within 30 days
In case of resignation appointment by BOD should be approved by Co at AGM
Government Companies
To be filled by CampAG within 30 days
In case of failure BOD shall fill within 30 days
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
152 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 2
State the matters to be specified in Auditorrsquos report ibn term of provision of section 143(3) of the company act 2013
Question 3
(a) An auditor purchase goods worth 501500 on credit from a company being audited by him the company allowed him one months credit which it normally allowed to all known customers
(b) An au8ditor became aware of a mater regarding a company only after he had issued his auditor opnion Had he
become aware of the samr prior to his issuing the audit report he would have issued a different opinion
Answer
(a) Purchase of goods on credit by the auditor section 141 (3) (d) ()ii of the companies act 2013 specified that a
person shall be disqualified to act as an auditor if he is indebted to the comp0any for an amount exceeding five lakhs rupees
Where an auditor purchase goods or service from a company audited by him on credit he is definitely indebted to the
company and if the amount outstanding exceeds rupees five lacks he is disqualified for appointment as an auditor or the company
It will not make any difference if the company allows him the same period of credit as it allow to the other customers
on the normal term and condition of the business the auditor can not argue that he is enjoying only the normal credit period allowed to other customer In fact in such a case become indebted to the company and consequently he has deemed to have vacated his office
(b) Section 146 of the company Act 2013 empower the auditor of a company to attend any general meeting of the company to received all the notice and other communications relating to the general meeting unless otherwise exempted by the company and to be heard at any general meeting in any part of the business of the meeting which
concern then as auditors
Where the auditor has reason to believe that the director concealed deliberately a serious fact from the shareholders which came to his note after issuance of the audit report he should exercise this right Normally speaking an
auditor considers subsequent event only upto the date of issuance of the audit report
The discovery of a fact after issuance of the financial statement that existed at the date of the audit report which would have likewise it may be advisable for the auditor to attend the meeting with a view to bringing to the notice of the
shareholders any matter which came to his knowledge subsequent to his signing the report and if it had been known to him at the time of writing his audit report he would have drawn up the report differently or where the account have been altered after the report was attached to the accounts
Question 4
Mr X a director of Ms KP private ltd is also a director of another company viz MS GP Private ltd which has not filed the financial statement and annual return for last three years 2010- 11 to 2012-13 Mr X is of the opinion that is
not disqualified us 164 (2) of the companies Act 2013 and auditor should not mention disqualification remark in his audit report
Answer
Disqualification of a director under section 164(2) o the companies act 2013
Section143(3)(g) of the companies act 2013 imposes a specific duty on the auditor to report whether any director is disqualified from being appointed as director under section 164(2) of the companies of section 164(2) If a director is
already holding a directorship of a company which
HAS not field the financial statement or normal return for any continuous period of three financial year shall not be eligible to be reappointed as a director of that company or appointed in other company for a period or five years from
the date on which the said company fails to do so
In this case Mr X is a_ director of MS KP Private ltd And Ms GP Private ltd has not filed the financial statement and annual return for last there years Hence the provision of section 164(2) are applicable to him and as
such he is disqualified from directorship of both the company
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 153
Therefore the auditor shall report about the disqualification under section 143(3)(g) of the companies act 2013
Question 5
Mr Aditya a practicing chartered accountant is appointed as a ldquo tax consultant ldquo of ABC Ltd in which his father Mr
Singhvi is the managing director
Answer
Appointment of a practicing CA as ldquo tax consultantrdquo A charted accountant appointed Act 2013 should ensure the
independence in respect of his appointment as an auditor else it would amount to ldquomisconductrdquo under the chartered accountants act 1949 read with guidance note on independence of auditors
In this case Mr Aditya is a ldquotax consultantrdquo and not a ldquostatutory auditorrdquo or ldquotax auditorrdquo of ABC ltd hence he is not
subject to the above requirements
Question 6
You the auditor of A Ltd have been considered for ratification by the members in the 4th general meeting as the sole
auditor where you were one of the joint auditors for the immediately preceding three years and the said joint auditors are not re-appointed
Answer
Appointment of sole auditor When of the joint auditor of the previous year is considered by the members as the sole auditor for the next year it is similar to non re-appointment of one of the retired joint auditors As per sub section 4 of section 140 of the companies act 2013 special notice shall be required for a resolution at an annual general meeting
appointed as auditor a person other then a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed except where the retiring auditor has completed a consecutive tenure of five years or as the case may be ten years as provided under sub- section (2) of section 139 of the said Act Accordingly provisions of the
companies Act 2013 to be complied with are as under
1 Ascertain that special notice us 140(2) of the companies Act 2014 was received by the company from such number of member holding not less then one percent of total voting power or holding shares on which an aggregate
sum of not less then five lakh rupees has been paid up on the date of the notice not earlier then three but at least 14 days before the AGM date as per section 115 of the companies Act 2013 read with rule 23(1) and 23(2) of the companies (Management and administration ) rules 2014
2 C heck whether the said notice has been sent to all the members at least 7 days before the date of the AGM as per section 115 of the companies Act 2013 read with rule 23(3) of the companies (management and administration) Rules 2014
3 Verify the notice contains an express intention of a member for proposing the resolution for appointing a sole auditor in place of both the joint auditors who retire at the meeting but are eligible for re-appointment
4the notice is also sent to the retiring auditor as per section 140(4)(ii) of the Company act 2013
5 verify whether any representation received from the retiring auditor was sent to the members of the company
6 verify from the minutes book whether the representation received from the retiring joint auditor was considered at the AGM
Question 7
No annual general meeting (AGM) WAS HELD FOR THE YEAR ENDED 31ST March 2014 in XYZ Ltd Ninu is the auditor for the previous 3 years whether she is continuing to hold office for current year or not
Answer
Tenure of Appointment section 139(1) of the companies Act 2013 provides that every company shall at the first annual general meeting appoint an individual or a firm as an auditor who shall hold office from the conclusion of that
meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting but in the regard it is to be noted that the company shall place the matter relating to such appointment of ratification by member at every Annual General Meeting In case the annual general meeting is not held within the prescribed the
auditor will continue in office till the annual general meeting
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
154 Audit amp Assurance | Mohit Educomp Pvt Ltd
Question 8
As an auditor comment on the following situationsstatement
(a) The first auditors of Health and wealth ltd a government company was appointed by the board of directors
(b) The auditor of trilok ltd did not report on the matters specified in sub-section (1) of section 143 of the companies Act 2013 as he was satisfied that no comment is required
(c) The members of C ltd preferred a complaint against the auditor starting that he has failed to sent the auditors
report to them
(d) One of the directors of Hitech ltd is attracted by the disqualified under section 164(2) of the companies Act 2013
Question 9
Write a short note on Audit enquiry under section 143(1) of the companies Act 2013
Question 10
Comment on the following
(a) Due to the resignation of the existing auditor (s) the Board of directors of X ltd appointed Mr Hari as the auditor Is the appointment of hari as auditor valid
(b) At the Annual General Meeting of the company resolution was passed by entire body of shareholders restricting
some of the power of the statutory auditors Whether power of the Statutory Auditor can be restricted
Question 11
Rm and Hanuman Associates Chartered Accountant in practice have appointed as Statutory Auditor of Krishna Ltd
for the accounting year 2013-2014 Mr Hanuman holds 100 equity share of Shiva Ltd a subsidiary company of Krishna Ltd
Answer
Auditor holding securities of a company As per sub- section (3)(d)(i) of section 141 of the companies Act 2013 along With Rules 10 of the Companies (Audit and Auditors) Rules 2014 a person shall not be eligible for appointment as an auditor of a company who or his relative or partner is holding any security of or interest in the
company or its subsidiary or of its holding or associate company or a subsidiary of such holding company
Provided that the relative may hold security or interest in the company of face value not exceeding rupees one lakh
Also as per sub-section 4 of section 141 of the companies Act 2013 where a person appointed as an auditor or a
company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partners of Ms Ram and Hanuman Associates holds
100 equity share of Shiva Ltd Which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva ltd because one of the partner Mr Hanuman is holding equity share of its subsidiary
Question 12
Mr Rajendra a fellow member of the institute of chartered Accountant of India working as Manager f Shrivastav andCo A Chartered Accountant firm signed the audit report of Om Ltd on behalf of Shrivastav amp Co
Answer
Signature on Audit Report section 145 of the Companies Act 2013 requires that the person appointed as an auditor of the company shall sign the auditorrsquos report or sign or certify any other document of the company in accordance with
the provisions of sub-section (2) of section 141 ie where a firm including a limited liability partnership is appointed as an auditor of a company only the partners who are chartered accountant shall be authorized to act and sign on behalf of the firm
Therefore Mr Rajendra a fellow member of the Institute and a manager of Ms Shrivastav amp CO Chartered Accountant cannot sign on behalf of the firm in view of the specific requirements of the Companies Act 2013 If any
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 155
auditorrsquos report or any document of the company is signed or authenticated otherwise then in conformity with the requirements of section 145 the auditor concerned and the person if any other then the auditor who sign the report or signs or authenticates the document shall if the default is willful be punishable with a fine
Question 13
A Ltd has its Registered Office at New Delhi During the current accounting year it has shifted its Corporate Head Office to Indore though it has retained the Registered Office at New Delhi The Managing Director of the Company
wants to shift its books of account to Indore from New Delhi as he feels that there is no legal bar in doing so
Answer
Shifting of books of account As per section 128(1) of The Companies Act 2013 Every company shall keep at its
registered office proper books of accounts it is permissible however for all or any of the books of accounts to be kept at such place in India as the Board of Director may decide but when a decision in this regard is taken the company must file within seven days of such decision with the Registrar of Companies a notice in writing giving full
address of the other place Conclusion In view of the above provision A Ltd should maintain its books of account at its registered office at New Delhi The Managing Director is not allowed to shift its books to account to Indore unless decision in this behalf is taken by in Board of Directors and a notice is also given to the registrar of companies within
the specified time The auditor may accordingly inform the managing Director that his contention is not in accordance with the legal provisions
Question 14
The Board of directors of a company have field a complaint with the Institude of Chartered Accountants of India against their statutory auditors for their to attend to attend the Annual General Meeting of the Shareholders in which audited accounts were considered
Answer
Auditorrsquos attendance at Annual General Meeting section 143 0f the companies Act 2013 confers right on the auditor to attend the general meeting the said section provides that all notices and other communication relating to any
general meeting of a company also to be forwarded to the auditors Further it has been provide that the auditor shall be unless otherwise exempted entitled to attend any general meeting and to be heard at such general meeting which he attends on any part of the business which concerns him as an auditor Therefore the section does not cast any
duty on the auditor to attend the annual general meeting The law only confers right on the auditor to receive notice and also attend the meeting if he so desires Therefore the complaint filed by the Board of Directors is based on mis ndashconception of the law
Question 15
How would you as an auditor distinguish between Report and Certificates
Answer
Distinction between audit report and certification The term lsquo certificatersquo is a written confirmation of the accuracy of the facts stated there in and does not involve any estimate or opinion When auditor certifies a financial statement it implies that the contents of that statement can be measured and that the auditor has vouchsafed the exactness of the
data The term certificate is therefore used where the auditor verifies certain exact facts An auditor may thus certify the circulation figures of a newspaper or the value of imports or exports of a company An auditorrsquos certificate represents that he has verified certain precise figures and is in apposition to vouch safe their accuracy as per the
examination of documents and books of account
An auditorrsquos report on the other hand is an expression of opinion when we say that an auditor is reporting we imply that he is expressing an opinion on the financial statement The term report implies that the auditor has examined
relevant records in accordance with generally accepted standards and that he is expressing an opinion whether or not the financial statement respresent a true and fair and fair view ofr the state of affairs and of the working results of an auditor cannot guarantee that the figers in the balance sheet and profit and loss account are absolutely precise he
cannot certify them This is primarily because the account itself are product of observance of several accounting policies the selection of which may very from one professional to another and thus he can only have an overall view of the accounts through normal audit procedures Therefore the term certificate cannot be used in connection
with these statement Thus when a reporting auditor issue a certificate he is responsible for the factual accuracy of
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
156 Audit amp Assurance | Mohit Educomp Pvt Ltd
what is stated therein On the other hand when a reporting auditor gives a report he is responsible for ensuring that the report is based factual data that his opinion is in due accordance with facts and that it is arrived at by the application of due care and skill
Question 16
Briefly mention the provisions relating to cost audit
Answer
Cost Audit cost audit is covered by section 148 of the companies Act 2013 The audit conducted under this section this section shall be in addition to the audit conducted under section 143 of the companies Act 2013 As per the section 148 the Central Government may by order specify audit of items of cost in respect of certain companies
Further the central Government may by order in respect of such class of companies engaged in the production such goods or providing such services as may be prescribed direct that particulars relating to the utilization of material or labour or to other item of cost as may be prescribed shall also be included in the books of account kept by that class
of companies It is provided that the Central Government shall before issuing such order in respect of any class of companies regulated under a special Act consult the regulatory body constituted or established under such special Act The audit shall be conduct by a cost accountant in practice who shall be appointed by the Board of such
remuneration as may be determined by the members in such manner as may be prescribed
Provided that no person appointed under section 139 as an auditor of the company shall be appointed for conducting the audit of cost records
Provided further that the auditor conducting the cost audit shall comply with the cost auditing standards (ldquocost auditing standardsrdquo mean such standards as are issue by the institute of cost and works accountant of India constituted under the cost and works accountant Act 1959 with the approval of the central Government )
As per rule 14 of the companies (Audit and Auditors) rules 2014
(a) In the case of companies which are required to constitute an audit committee-
(i) the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice
as cost auditor on the recommendation of the audit committee which shall also recommend remuneration for such cost auditor
(ii) the remuneration recommended by the audit committee under (i) shall be considered and approved by the Board
of director and ratified subsequently by the shareholders
(b) in the case of other companies which are not require to constituted an audit committee the Board shall appoint an individual who is a cost accountant in practice or a firm of cost accountant in practice as cost auditor and the
re3muneration of such cost auditor shall be ratified by shareholders subsequently
The qualification disqualifications rights duties and obligation applicable to auditor under tis Chapter X of the companies Act 2013 shall so far as may be applicable apply to a cost auditor appointed under this section and it
shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company
It is provided that the report on the audit of cost records shall be submitted by the cost accountant in practice to the
Board of Directors of the company
A company shall within thirty days from the date of receipt of a copy of the cost audit report prepared (in pursuarnce of a direction issued by Central Government) furnish the Central Government with such report along with full
information and explanation on every reservation or qualification contained therein
Question 17
KBC amp Co a firm of Chartered Accountant has three partners K Bamp C K is also in whole time employment
elsewhere The firm is offered the audit of ABC Ltd and is already holding audit of 40 companies
Answer
(a) Ceiling on number audits as per section 141(3)(g) of the companies Act 2013 A person shall not be eligible for
appointment an auditor if he is in full time employment elsewhere or a person or a partner of a firm holding
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 157
appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more then twenty companies
In the firm of KBC amp Co K is in whole ndashtime employment elsewhere therefore he will be excluded in determining
the number of company audits that the firm can hold If B and C do not hold any audit in their personal capacity or as partners of other firm the total number of company audits that can be accepted by KBCamp Co is forty and in the given case company is already holding forty audits therefore KBC amp Co can accept the offer for audit of ABC Ltd
Question 18
At an Annual General Meeting of a listed company Mr R a retiring auditor after completing the tenure of five consecutive years of his service claims that he has been reappointed automatically as the intended resolution of
which a notice had been given to appoint Mr P could not be proceeded with due to Mr Prsquos death
Answer
Term of auditor section 139(2) of the companies ACT 2013 deals with the term of an auditor which provided that
listed companies and other prescribed class or classes of companies (except one person companies and small companies) shall not appoint or reappoint an individual as auditor for more then an term of five consecutive years
In the given case notice has been given of an intended resolution to appoint some person or persons in the place of a
retiring auditor and by reason of the death incapacity or disqualification of that person or of all those persons as the case may be the resolution cannot be proceeded with and consequently casual vacancy in the office has created therefore as per section 139(8) of the companies Act 2013 casual vacancy to be filled by the Board of Directors
within thirty days thus the claim of Mr R would not hold good
Question19
Why Central Government permission is required when the auditors are to be removed before expiry of their term but
the same is not neede when the auditors are changed after expiry of their term
Answer
Permission of CENTRAL Government for removal of auditor under section 140(1) of the companies Act 2013
Removal of auditor before expiry of his term ie before he has submitted his report is a serious matter and may adversely affect his independence
Further in case of conflict of interest the shareholders may remove the auditors in their own interest
Therefore law has provided this safeguard so that central government may know the reasons for such an action and if not satisfied may not accord approval
On the other hand if auditor has completed his item ie has submitted his report and therefore he is not ndashappointed
then the matter is not serious enough for central government to call for its intervention
In view of the above the permission of the Central Government is required when auditors are removed before expiry of their term and the same is not needed when they are not re-appointed after expiry of their term
Question 20
At the AGM of ICI Ltd Mr X was appointed as the statutory auditor he however resigned after 3 months since he wanted to give up practice and join industry State how the new auditor will be appointed by ICI Ltd and the condition
to be complied for
Question 21
Managing director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as first
auditor of the company Comment on the proposed action of the Managing director
Answer
Appointment of first auditor of company section 139(6) of the companies Act 2013 (the act) lays down that ldquo the first
auditor or auditors of a company shall be appointed by the board of directors within 30 days from the date of registration of the company ldquo In the instant case the appointment of Shri Ganpati a practicing Chartered Accountant as first auditors by the Managing director of PQR Ltd by himself is in violation of section 139(6) of the companies Act
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
158 Audit amp Assurance | Mohit Educomp Pvt Ltd
2013 which authorizes the Board of director yo appoint the first auditor of the company within one month of registration of the company
In view of the above the managing director of PQR Ltd should be advised not to appoint the first auditor of the
company
Question 22
PBS amp Associates a firm of Chartered Accountant has three partners P Bamp S The firm is already having audit of
45 companies The firm is offered 20 company audits
Decide and advise whether PBS amp Associates will exceed the ceiling prescribed under section 141(3)(g) of the companies Act 2013 by accepting the above audit assignment
Answer
Celling on number of audit before appointment is given to any auditor the company must obtain a certificate from him to the effect that the appointment if made will not result in an excess holding of company audit by the auditor
concerned over the limited laid down in section 141(3)(g) of the Act which prescribes that a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor if such person or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies
In the case of a firm of auditors it has been further provided that lsquo specified number of companies shall be construed as the number of companies for every partner of the firm who is not in full time employment elsewhere
If Mr P B and S do not hold any audits in their personal capacity or as partners of other firms the total number of
company audits that can be accepted by Ms PBS amp Associates is 60 But the firm is already haveng audit of 45 companies So the firm can accept the audit of 15 companies only which is well within limit specified by section 141(3)(g) of the companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 159
Companies Auditorrsquos Report Order (CARO) 2016 wef 01042015
MINISTRY OF CORPORATE AFFAIRS
ORDER
New Delhi the 29th March 2016
1 Short title application and commencement-
(1) This Order may be called the Companies (Auditorrsquos Report) Order 2016
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act 2013 (18 of 2013) [hereinafter referred to as the Companies Act] exceptndash(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949)(ii) an insurance company as
defined under the Insurance Act1938 (4 of 1938)(iii) a company licensed to operate under section 8 of the Companies Act(iv) a One Person Company as defined under clause (62) of section 2 of the Companies Act and a small company as defined under clause (85) of section 2 of the Companies Act and (v) a private limited company not
being a subsidiary or holding company of a public company having a paid up capital and reserves and surplus not more than rupees one crore as on the balance sheet date and which 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 which does
not have a total revenue as disclosed in Scheduled III to the Companies Act 2013 (including revenue from discontinuing operations) exceeding rupees ten crore during the financial year as per the financial statements
2 Auditorrsquos report to contain matters specified in paragraphs 3 and 4 ndash Every report made by the auditor under
section 143 of the Companies Act 2013 on the accounts of every company audited by him to which this Order applies for the financial years commencing on or after 1st April 2015 shall in addition contain the matters specified in paragraphs 3 and 4 as may be applicable
Provided the Order shall not apply to the auditorrsquos report on consolidated financial statements
3 Matters to be included in the auditorrsquos report ndash The auditorrsquos report on the accounts of a company to which this Order applies shall include a statement on the following matters namely-
(i) (a) whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(b) 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) whether the title deeds of immovable properties are held in the name of the company If not provide the details
thereof
(ii) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of
account
(iii) whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 If so
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the companyrsquos interest
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) in respect of loans investments guarantees and security whether provisions of section 185 and 186 of the
Companies Act 2013 have been complied with If not provide the details thereof
(v) in case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed
thereunder where applicable have been complied with If not the nature of such contraventions be stated If an
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
160 Audit amp Assurance | Mohit Educomp Pvt Ltd
order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of
section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained
(vii) (a) whether the company is regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any
other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated
(b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not be treated as a dispute)
(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 (in case of defaults to banks financial institutions and Government lender wise details to be provided)
(ix) whether moneys raised by way of initial public offer 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
(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
(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 If not state the amount involved and steps taken by the company for securing refund of the same
(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 ten per cent unencumbered term deposits as specified in the Nidhi Rules 2014 to meet out the liability
(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
(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 raised have been used for the purposes for which the funds were raised If not provide the details in respect of the amount involved and nature of non-compliance
(xv) whether the company has entered into any non-cash 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(xvi) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether
the registration has been obtained
4 Reasons to be stated for unfavourable or qualified answers- (1) Where in the auditorrsquos report the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified the auditorrsquos report shall also state the basis for
such unfavorable or qualified answer as the case may be
(2) Where the auditor is unable to express any opinion on any specified matter his report shall indicate such fact together with the reasons as to why it is not possible for him to give his opinion on the same
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 161
CARO Report of ITC Ltd
Annexure ndash B to the Independent Auditorrsquos Report
(Referred to in paragraph 8 under lsquoReport on Other Legal and Regulatory Reinstrumentsrsquo section of our report of
even date)
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such
verification
(c) With respect to immovable properties of acquired land and buildings that are freehold according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed transfer deed conveyance deed court orders approving schemes of arrangements amalgamations provided to us we report that the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements the lease agreements are in the name of the Company where the Company is the lessee in the agreement
(ii) As explained to us the inventories other than material lying with third parties (which have substantially been
confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification
(iii) The Company has not granted any loans secured or unsecured to companies firms Limited Liability
Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act 2013
(iv) In our opinion and according to the information and explanations given to us the Company has compiled with the provisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant of loans making investments and
providing guarantees and securities as applicable
(v) According to the information and explanations given to us the Company has not accepted any deposit during the year and accordingly the question of complying with Section 73 and 76 of the Companies Act 2013 does not arise In
respect of unclaimed deposits the Company has complied with the provisions of Section 74 and 75 or any other relevant provisions of the Companies Act According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or any other Tribunal on the Company
(vi) The maintenance of cost records has been prescribed by the Central Government under Section 148 (1) of the Companies Act 2013 in respect of specified products of the Company For such products we have broadly reviewed
the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinion that prima facie the prescribed cost records have been made and maintained We have however not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete
(vii) According to the information and explanations given to us in respect of statutory dues
(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund Employees
State Insurance Income Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and other material statutory dues applicable to it with the appropriate authorities
(b) Details of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which
have not been deposited as on 31st March 2016 on account of disputes are given below
Name of the Statute Nature of the Dues
Amount (Rs In Crores)
Period to which The amount relates
Forum where disputes is pending
Various years covering the period
Sales Tax and Value Sales Tax and 4037 1987-2015 Appellate authority upto
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
162 Audit amp Assurance | Mohit Educomp Pvt Ltd
added tax laws Vat 4125
22127
1994-2014
2005-2015
commissioners revisional
authorities level appellate authority Tribunal level high court
Income Tax 231 1999-2006 Appellate Authority Tribunal level
Out of the total disputed dues aggregating Rs 47977 Crores as above Rs 37990 Crores pertain to matters which have been stayed for recovery by the relevant authorities
(viii) In our opinion and according to the information and explanations given to us the Company has not defaulted in
the repayment of loans or borrowings to financial institutions bank and government and dues to debentures holders
(ix) The Company has not raised moneys by way of Initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us the Company has paid provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013 In respect of two whole-time directors aggregate remuneration of Rs
122 Crores paid provided during the year is subject to the approval of the Members at the forthcoming Annual General Meeting
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc as required by the
applicable accounting standards
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act 2013 are not
applicable
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Ban of India Act 1934
For Deloitte Haskins amp Sells
Chartered Accountants
(Firmrsquos Registration No 302009E)
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 163
Question 23
MA Ltd Paid up Share Capital and Reserves on Balance Sheer date was Rs 1 Crore Loan outstanding from Bank and financial institutions was Rs 1 Crore through the financial year and turnover did not exceed Rs 10 Crore Is
CARO applicable
Answer
Yes because it is a Public Company
Question 24
Will your answer change if in above question it was a private company
Answer
Yes because CARO will not apply since itrsquos a private company satisfying all 3 conditions
Question 25
MA Pvt Ltd Took a loan from Mr Ram Rs 2 Crore and repaid the next day Is CARO applicable
Answer
Loan taken from individual is not a condition of CARO and so we cannot comment on CAROrsquos applicability
Question 26
What if the above loan was taken from ban
Answer
Although it is not satisfying all conditions imposed on private company but still if it qualifies itself as a small company
then still CARO will not apply
Question 27
MA Ltd got converted into MA Pvt Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = No Comments
Question 28
MA Pvt Ltd got converted into MA Ltd on 01052015 Is CARO applicable for 2015-16 2016-17
Answer
2015-16 = Applicable
2016-17 = Applicable
Question 29
MA Pvt Ltd Balance Sheet Extracts
Lacs
ESC 30
12 Preference Shareholders 20
Reserve amp Surplus 20
Loan outstanding from Bank amp Financial Institution 100
Turnover 3 Crore
Is CARO applicable
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
164 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
It is not a small company because turnover exceeds Rs 2 Crore However still CARO may not apply to it because its paid up share capital and reserve and surplus is not exceeding Rs 1 Crore on Balance Sheet date its turnover did
not exceed Rs10 Crore and if we assume that loan outstanding from bank and financial institutions not only on the balance sheet date but through out the year did not exceed Rs 1 Crore
Question 30
What if in above balance sheet loan outstanding from bank was Rs 2 Crore
Answer
CARO applicable
Question 31
A company advanced Rs 100 Crore loan to its director 1 interest pa Which report should auditor give
Answer
Merely loan being given to director at a cheaper rate of interest does not influence the type of audit report auditor should issue However if CARO is applicable on the company then auditor must report this matter in clause (x) amp (iv) as discussed below
Question 32
Discuss the loan related clauses of CARO
Answer
Clause (iii) (iv) (viii) amp (ix)
Question 33
Proceeds of IPO which was mentioned in prospectus to be used for project A has been used for project B
Answer
If CARO is applicable on client this matter must be reported in clause (ix) of CARO
Question 34
Discuss the reporting requirement under clause (vii) of the following matters
(i) Excise Duty Rs 1 Lac became due on 01012016 not yet paid
(ii) Excise Duty Rs 1 Lac became due on 01052015 paid on 01032016
(iii) Excise duty Rs 1 Lac became due on 01052015 not yet paid
Answer
(i) Although it is outstanding on the last day of financial year ie 31032016 but not due for more than six months and
so its nature and amount not to be reported in CARO
(ii) Not to be reported because it is not outstanding on last date
(iii) It is outstanding on the last date and due for more than six months and so its nature (Excise Duty) and amount Rs
1 Lac to be reported in CARO
Question 35
Discuss maximum Managerial Remuneration that can be paid as per section 197 Read with schedule V of
Companies Act 2013
Answer
For profit making public company
(i) Maximum remuneration to all directors (executive and non-executive) cannot exceed 11
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 165
(ii) Maximum remuneration to all executive directors (MD wholetime director manager) cannot exceed 10 individual limit being 5
(iii) Maximum remuneration to all non-executive directors (part time directors) cannot exceed 3 if there is no
executive director and cannot exceed 1 if there is ant executive director in company
(iv) All the above percent are applied on net profit computed US 195
Effective Capital Employed Maximum Yearly Remuneration
1 Negative to less than 5 crore 60 lacs
2 5 crore or more lt 100 crore 84 lacs
3 100 crore or more lt 250 crore 120 lacs
4 250 crore and above 120 lacs + 001 of (effective capital employed ndash 250 crore)
By passing SR in GM above remuneration may be doubled and can exceed even that after prior approval of CG
Question 36
What do you mean by net owned fund deposit liability ratio of Nidhi Company
Answer
In case of Nidhi company the net owned fund deposit liability ratio should not exceed 1 20 this means if its net owned fund is Rs 1 lac then maximum deposit which it can accept from its members cannot exceed Rs 20 lac
Net owned fund = share capital + reserves amp surplus ndash accumulated losses ndash intangible assets
Question 37
Discuss Branch Audit
Answer
As per section 128(1) of the Companies Act 2013 every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company including that of its branch office or offices if any and
explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting
It may be noted that all or any of the books of account aforesaid and other relevant papers may be kept at such other
place in India as the Board of Directors may decide and where such a decision is taken the company shall within 7 days thereof fi le with the Registrar a notice in writing giving the full address of that other place Students may also note that the company may keep such books of account or other relevant papers in electronic mode in such manner
as may be prescribed
Question 38
The first auditor of a Government company was appointed by the Board in its meeting after 10 days from the date of
registration
Answer
Incorrect According to section 139(7) of the Companies Act 2013 in the case of a Government company the first
auditor shall be appointed by the Comptroller and Auditor-General of India within 60 days from the date of registration of the company If CAG fails to make the appointment within 60 days the Board shall appoint in next 30 days
Question 39
Directorrsquos relative can act as an auditor of the company
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
166 Audit amp Assurance | Mohit Educomp Pvt Ltd
Answer
Incorrect As per section 141(3) of the Companies Act 2013 a person shall not be eligible for appointment as an auditor of a company whose relative is a Director or is in the employment of the Company as a director or key
Managerial Personnel
Question 40
If an LLP (Limited Liability Partnership Firm) is appointed as an auditor of a company every partner of a firm shall be
authorized to act as an auditor
Answer
Incorrect As per section 141(2) of the Companies Act 2013 where a firm including a limited liability partnership (LLP)
is appointed as an auditor of a company only the partners who are Chartered Accountants shall be authorised to act and sign on behalf of the firm
Question 41
AB amp Co is an audit firm having partners Mr A and Mr B Mr C the relative of Mr B is holding securities having face value of Rs 200000 in XYZ Ltd AB amp Co is qualified for being appointed as an auditor of XYZ Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if his relative is holding any security of or interest in the company of face value exceeding Rs 1 lakh
Therefore AB amp Co shall be disqualified for being appointed as an auditor of XYZ Ltd as Mr C the relative of Mr B
who is a partner in AB amp Co is holding securities in XYZ Ltd having face value of ` 2 lakh
Question 42
The auditor of a Ltd Company wanted to refer to the minute books during audit but board of directors refused to show
the minute books to the auditors
Answer
Incorrect The provisions of Companies Act 2013 grant rights to the auditor to access books of account and vouchers
of the company He is also entitled to require information and explanations from the company Therefore he has a statutory right to inspect the minute book
Question 43
Manner of rotation of auditor will not be applicable to company A which is having paid up share capital of Rs 15 crores and having public borrowing from nationalized bank of Rs 50 crore because it is a Private Limited Company
Answer
Incorrect According to section 139 of the Companies Act 2013 the provisions related to rotation of auditor are applicable to all private limited companies having paid up share capital of Rs 20 crore or more and all companies having paid up share capital of below threshold limit mentioned above but having public borrowings from financial
institutions banks or public deposits of Rs 50 crore or more
Although company A is a private limited company yet it is having public borrowings from nationalized bank of Rs 50 crores therefore it would be governed by provisions of rotation of auditor
Question 44
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect The auditor should study the Memorandum of Association to check the objective of the company to be carried on amount of authorized share capital etc and Articles of Association to check the internal rules regulations and ensuring the validity of transactions relating to accounts of the company
To see the validity of appointment the auditor should ensure the compliance of the provisions of section 139 140 and 141 of the Companies Act 2013
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
Mohit Educomp Pvt Ltd | Audit amp Assurance 167
In addition the auditor should study the appointment letter amp the prescribed Form submitted to the Registrar of the Companies to see the validity of his appointment
Question 45
Managing director of A Ltd himself appointed the first auditor of the company
Answer
Incorrect As per section 139(6) of the Companies Act 2013 the first auditor of a company other than a government
company shall be appointed by the Board of directors within 30 days from the date of registration of the company
Therefore the appointment of first auditor made by the managing director of A Ltd is in violation of the provisions of the Companies Act 2013
Question 46
A Chartered Accountant holding securities of S Ltd having face value of Rs 950 is qualified for appointment as an auditor of S Ltd
Answer
Incorrect As per the provisions of the Companies Act 2013 a person is disqualified to be appointed as an auditor of a company if he is holding any security of or interest in the company
As the chartered accountant is holding securities of S Ltd having face value of Rs 950 he is not eligible for appointment as an auditor of S Ltd
Question 47
Mr N a member of the Institute of Company Secretary of India is qualified to be appointed as auditor of XYZ Limited
Answer
Incorrect As per section 141 of the Companies Act 2013 a person shall be eligible for appointment as an auditor of a
company only if he is a chartered accountant
Thus Mr N is disqualified to be appointed as an auditor of XYZ Limited
Question 48
An auditor purchased goods worth Rs 501500 on credit from a company being audited by him The company allowed him one monthrsquos credit which it normally allowed to all known customers Comment
Answer
Purchase of Goods on Credit by the Auditor Section 141(3)(d)(ii) of the Companies Act 2013 specifies that a person shall be disqualified to act as an auditor if he is indebted to the company for an amount exceeding five lakh rupees
Where an auditor purchases goods or services from a company audited by him on credit he is definitely indebted to
the company and if the amount outstanding exceeds rupees five lakh he is disqualified for appointment as an auditor of the company
It will not make any difference if the company allows him the same period of credit as it allows to other customers on
the normal terms and conditions of the business The auditor cannot argue that he is enjoying only the normal credit period allowed to other customers In fact in such a case he has become indebted to the company and consequently he has deemed to have vacated his office
Question 49
Ram and Hanuman Associates Chartered Accountants in practice have been appointed as Statutory Auditor of Krishna Ltd for the accounting year 2015-2016 Mr Hanuman holds 100 equity shares of Shiva Ltd a subsidiary
company of Krishna Ltd Discuss
Answer
Auditor Holding Securities of a Company As per sub-section (3)(d)(i) of Section 141 of the Companies Act 2013 read with Rule 10 of the Companies (Audit and Auditors) Rule 2014 a person shall not be eligible for appointment as an
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss
168 Audit amp Assurance | Mohit Educomp Pvt Ltd
auditor of a company who or his relative or partner is holding any security of or interest in the company or its subsidiary or of its holding or associate company or a subsidiary of such holding company However the relative may hold security or interest in the company of face value not exceeding ` 1 lakh
Also as per sub-section 4 of Section 141 of the Companies Act 2013 where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor
In the present case Mr Hanuman Chartered Accountant a partner of Ms Ram and Hanuman Associates holds 100 equity shares of Shiva Ltd which is a subsidiary of Krishna Ltd Therefore the firm Ms Ram and Hanuman Associates would be disqualified to be appointed as statutory auditor of Krishna Ltd which is the holding company of Shiva Ltd because one of the partners Mr Hanuman is holding equity shares of its subsidiary
Question 50
Managing Director of PQR Ltd himself wants to appoint Shri Ganpati a practicing Chartered Accountant as fi rst auditor of the company Comment on the proposed action of the Managing Director
Answer
Appointment of First Auditor of Company Section 139(6) of the Companies Act 2013 lays down that the first auditor or auditors of a company shall be appointed by the Board of directors within 30 days from the date of registration of the company
In the instant case the appointment of Shri Ganapati a practicing Chartered Accountant as first auditors by the Managing Director of PQR Ltd by himself is in violation of Section 139(6) of the Companies Act 2013 which authorizes the Board of Directors to appoint the first auditor of the company within 30 days of registration of the company
In view of the above the Managing Director of PQR Ltd should be advised not to appoint the first auditor of the company
Question 51
Under what circumstances the retiring Auditor cannot be reappointed
Answer
Circumstances where Retiring Auditor Cannot be Reappointed In the following circumstances the retiring auditor cannot be reappointed-
(i) A specific resolution has not been passed to reappoint the retiring auditor
(ii) The auditor proposed to be reappointed does not possess the qualification prescribed under section 141 of the Companies Act 2013
(iii) The proposed auditor suffers from the disqualifications under section 141(3) 141(4) and 144 of the Companies Act 2013
(iv) He has given to the company notice in writing of his unwillingness to be reappointed
(v) A resolution has been passed in AGM appointing somebody else or providing expressly that the retiring auditor shall not be reappointed
(vi) A written certificate has not been obtained from the proposed auditor to the effect that the appointment or reappointment if made will be in accordance within the limits specified under section 141(3)(g) of the Companies Act 2013
Question 52
Ceiling on number of audits in a company to be accepted by an auditor Discuss
Question 53
Filling of a casual vacancy of auditor in respect of a company audit Discuss Question 54
In Joint Audit ldquoEach Joint Auditor is responsible only for the work allocated to himrdquo Discuss