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CARO 2003
PUBLISHED IN THE GAZETTE OF INDIA EXTRAORDINARY PART II, SECTION 3 - SUB-SECTION (I)
BY THE MINISTRY OF FINANCE (DEPARTMENT OF COMPANY AFFAIRS) ON 12TH JUNE, 2003

(and further amended by Notification No. GSR 766(E) dt. 25-11-2004)

G.S.R. 480(E).— In exercise of the powers conferred by sub-section (4A) of section 227 of the
Companies Act, 1956 (1 of 1956), read with the Notification of the Government of India in the
Department of Company Affairs, number G.S.R. 443(E), dated 18th October, 1972, as amended
from time to time and in supersession of order number G.S.R. 909(E), dated 7th September, 1988,
published in the Gazette of India, part II, section 3, sub-section (i), except as respects things done
or omitted to be done before the supersession, and after consultation with the Institute of
Chartered Accountants of India [constituted under the Chartered Accountants Act, 1949 (38 of
1949)], in regard to class of companies to which this order applies and other ancillary matters, the
Central Government hereby makes the following Order, namely:-—

1. Short title, application and commencement

1. This order may be called the Companies (Auditor’s Report) Order, 2003.
2. It shall apply to every company including a foreign company as defined in section 591 of the
Act, except the following :—

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 in clause (21) of section 2 of the Act;
iii. a company licensed to operate under section 25 of the Act; and
iv. a private limited company with a paid-up capital and reserves not more than fifty
lakh rupees and does not have loan outstanding exceeding Rupees Twenty Five
lakhs from any bank or financial institution and does not have a turnover
exceeding five crore rupees at any point of time during the financial year

3. It shall come into force on the 1st day of July, 2003.

2. Definitions

In this Order, unless the context otherwise requires :

a. "Act" means the Companies Act, 1956 (1 of 1956);

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c. "chit fund company", "nidhi company" or "mutual benefit company" means a company
engaged in the business of managing, conducting or supervising as a foreman or agent of any
transaction or arrangement by which it enters into an agreement with a number of
subscribers that every one of them shall subscribe to a certain sum of instalments for a
definite period and that each subscriber, in his turn, as determined by lot or by auction or by
tender or in such other manner as may be provided for in the agreement, shall be entitled to
a prize amount, and includes companies whose principal business is accepting fixed deposits
from, and lending money to members;

3. Auditor’s report to contain matters specified in paragraphs 4 and 5

Every report made by the auditor under section 227 of Act, on the accounts of every company
examined by him to which this Order applies for every financial year ending on any day on or after
the commencement of this Order, shall contain the matters specified in paragraphs 4 and 5.

4. Matters to be included in the Auditor’s Report

The auditor’s report on the account 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) if a substantial part of fixed assets have been disposed of during the year, whether it
has affected the going concern;

ii. (a) whether physical verification of inventory has been conducted at reasonable intervals by
the management;

(b) are the procedures of physical verification of inventory followed by the management
reasonable and adequate in relation to the size of the company and the nature of its
business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper records of inventory and whether any
material discrepancies were noticed on physical verification and if so, whether the same
have been properly dealt with in the books of account;

iii. (a) has the company granted any loans, secured or unsecured to companies, firms or other
parties covered in the register maintained under section 301 of the Act. If so, give the number
of parties and amount involved in the transactions, and

(b) whether the rate of interest and other terms and conditions of loans given by the
company, secured or unsecured, are prima facie prejudicial to the interest of the
company; and

(c) whether receipt of the principal amount and interest are also regular; and

(d) if overdue amount is more than rupees one lakh, whether reasonable steps have
been taken by the company for recovery/payment of the principal and interest;

(e) has the company taken any loans, secured or unsecured from companies, firms or
other parties covered in the register maintained under
section 301 of the Act. If so, give the number of parties and amount involved in the
transactions. And

(f) whether the rate of interest and other terms and conditions of loans taken by the

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company, secured or unsecured, are prima facie prejudicial to the interest of the
company; and

(g) whether payment of the principal amount and interest are also regular; and

iv. is there an adequate internal control system commensurate with the size of the company and
the nature of its business, for the purchase of inventory and fixed assets and for the sale of
goods and services. Whether there is a continuing failure to correct major weaknesses in
internal control system;

v. (v) (a) whether particulars of contracts or arrangements referred to in section 301 of the Act
have been entered in the register required to be maintained under that section; and

(b) whether transactions made in pursuance of such contracts or arrangements have been
made at prices which are reasonable having regard to the prevailing market prices at the
relevant time;

(This information is required only in case of transactions exceeding the value of five lakh
rupees in respect of any party and in any one financial year)

vi. in case the company has accepted deposits from the public, whether the directives issued by
the Reserve Bank of India and the provisions of sections 58A, 58AA or any relevant provisions
of the Act and the rules framed there under, where applicable, have been complied with. If
not, the nature of contraventions should be stated; If an 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?

vii. in the case of listed companies and/or other companies having a paid-up capital and reserves
exceeding Rs.50 lakhs as at the commencement of the financial year concerned, or having an
average annual turnover exceeding five crore rupees for a period of three consecutive
financial years immediately preceding the financial year concerned, whether the company has
an internal audit system commensurate with its size and nature of its business;

viii. where maintenance of cost records has been prescribed by the Central Government under
clause (d) of sub-section (1) of section 209 of the Act, whether such accounts and records
have been made and maintained;

ix. (a) is the company regular in depositing undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with
the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues
as at 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 by the auditor.

(b) in case dues of income tax/sales tax/wealth tax/service tax/ customs duty/ excise
duty/cess 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
Department shall not constitute the dispute).

x. whether in case of a company which has been registered for a period not less than five years,
its accumulated losses at the end of the financial year are not less than fifty per cent of its
net worth and whether it has incurred cash losses in such financial year and in the
immediately preceding financial year;

xi. whether the company has defaulted in repayment of dues to a financial institution or bank or
debenture holders? If yes, the period and amount of default to be reported;

xii. whether adequate documents and records are maintained in cases where the company has

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granted loans and advances on the basis of security by way of pledge of shares, debentures
and other securities; If not, the deficiencies to be pointed out;

xv. whether the provisions of any special statute applicable to chit fund have been duly complied
with? In respect of nidhi/mutual benefit fund/societies;

(a) whether the net-owned funds to deposit liability ratio is more than 1:20 as on the date of
balance sheet;

(b) whether the company has complied with the prudential norms on income recognition and
provisioning against sub-standard/doubtful/loss assets;

(c) whether the company has adequate procedures for appraisal of credit proposals/requests,
assessment of credit needs and repayment capacity of the borrowers;

(d) whether the repayment schedule of various loans granted by the nidhi is based on the
repayment capacity of the borrower;

xiv. if the company is dealing or trading in shares, securities, debentures and other investments,
whether proper records have been maintained of the transactions and contracts and whether
timely entries have been made therein; also whether the shares, securities, debentures and
other investments have been held by the company, in its own name except to the extent of
the exemption, if any, granted under section 49 of the Act;

xv. whether the company has given any guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof are prejudicial to the interest of the
company;

xvi. whether term loans were applied for the purpose for which the loans were obtained;

xvii. whether the funds raised on short-term basis have been used for long-term investment; If
yes, the nature and amount is to be indicated;

xviii. whether the company has made any preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Act and if so whether the price at
which shares have been issued is prejudicial to the interest of the company;

xix. whether security or charges has been created in respect of debentures issued?

xx. whether the management has disclosed on the end use of money raised by public issues and
the same has been verified;

xxi. whether any fraud on or by the company has been noticed or reported during the year; If yes,
the nature and the amount involved is to be indicated.

5. Reasons to be stated for unfavourable or qualified answers

Where, in the auditor’s report, the answer to any of the questions referred to in paragraph 4 is
unfavourable or qualified, the auditor’s report shall also state the reasons for such unfavourable or
qualified answer, as the case may be. Where the auditor is unable to express any opinion in answer to a
particular question, his report shall indicate such fact together with the reasons why it is not possible for
him to give an answer to such question.

(Note : The amendments made by Notification GSR 766(E) dated 25-11-2004 have been incorporated in
the original Order. The said amendments are included above in italics and are effective w.e.f. publication
thereof in the Gazette.)

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SPECIMEN AUDITORS REPORT (WHERE CARO APPLICABLE)

The Members of (name fo the Company)1

1. We have audited the attached balance sheet of (name of the company), as at 31st March 20XX, the profit
and loss account and also the (cash flow statement)2 for the year ended on that date annexed thereto.
These financial statements are the responsibility of the company’s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 20033 issued by the Central Government of India
in terms of sub-section (4A) of section 227 of the Companies Act. 1956. we enclose in the Annexure4 a
statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge
and belief were necessary for the purposes of our audit;

ii. In our opinion. proper books of account as required by law have been kept by the company so
far as appears from our examination of those books (and proper returns adequate for the
purposes of our audit have been received from the branches not visited by us. The Branch
Auditor’s Report(s) have been forwarded to us and have been appropriately dealt with)5;

iii. The balance sheet, profit and loss account and (cash flow statement)6 dealt with by this
report are in agreement with the books of account (and with the audited returns from the
branches)7;

iv. In our opinion, the balance sheet, profit and loss account and (cash flow statement)8 dealt
with by this report comply with the accounting standards referred to in sub-section (3C) of
section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors, as on 31st March 20XX
and taken on record by the Board of Directors, we report that none of the directors is
disqualified as on 31st March 20XX from being appointed as a director in terms of clause (g)
of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion, and to the best of our information and according to the explanations given to
us, the said accounts give the information required by the Companies Act, 1956 in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the company as at 31st
March 20XX;

b. in the case of the profit & loss account, of the profit/loss9 for the year ended on
that date; and

c. (in the case of the cash flow statement, of the cash flows for the year ended on
that date)10

For ABC and Co.

Chartered Accountants
Signature
(Name of the Member Signing the Audit Report)
(Designation)11

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Membership Number

Place of Signature :

Date :

ANNEXURE

Re ___________________________________Limited

Referred to in paragraph 3 of our report of even date,

i. (a) The company has maintaining proper records showing full particulars, including
quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but
there is a regular programme of verification which, in our opinion, is reasonable having
regard to the size of he company and the nature of its assets. No material discrepancies were
noticed on such verification.

(c) During the year, the company has disposed of a substantial part of the plant and
machinery. According to the information and explanations given to us, we are of the opinion
that the sale of the said part of plant and machinery has not affected the going concern status
of the company.

ii. (a) The inventory has been physically verified during the year by the management. In our
opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not material.

iii. (a) The company has granted loans to two companiss covered in the register maintained
under section 301 of the Companies Act, 1956. The maximum amount involved during the
year was Rs. 20 crores and the year-end balance of loans granted to such parties was Rs. 20
crores.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not,
prina facie, prejudicial to the interest of the company.

(c) The parties have repaid the principal amounts as stipulated and have also been regular in
the payment of interest to the company.

(d) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to
companies, firms or other parties listed in the register maintained under section 301 of the
Companies Act, 1956.

(e) The company had taken loan from five companies covered in the register maintained
under section 301 of the Companies Act, 1956. The maximum amount involved during the
year was Rs. 50 crores and the year-end balance of loans taken from such parties was Rs.
NIL.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have
been taken from companies, firms or other parties listed in the register maintained under
section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the
company.

(g) The company is regular in repaying the principal amounts as stipulated and has been
regular in the payment of interest.

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iv. In our opinion and according to the information and explanations given to us, there exists an
adequate internal control system commensurate with the size of the company and the nature
of its business, with regard to purchase of inventory, fixed assets and with regard to the sale
of goods and services. During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control system of the company.

v. (a) According to the information and explanations given to us, we are of the opinion that the
particulars of all contracts or arrangements that need to be entered into the register
maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in the register
maintained under section 301 of the Companies Act, 1956 and exceeding the value of
rupees five lakhs in respect of any party during the year have been made at prices
which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the company
has complied with the provisions of sections 58A and 58AA and other relevant provisions of
the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with
regard to the deposits accepted from the public. No order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any
other Tribunal.

vii. In our opinion, the company has an internal audit system commensurate with the size and
nature of its business.

viii. We have broadly reviewed the books of account relating to materials, labour and other items
of cost maintained by the company pursuant to the Rules made by the Central Government
for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and
we are of the opinion that prima facie the prescribed accounts and records have been made
and maintained.

ix. (a) The company is regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, investor education fund, employees’ state insurance, income
tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory
dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable
under section 441A of the Companies Act, 1956, we are not in a position to comment upon
the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts
payables in respect of income tax, sales tax, wealth tax, service tax, customs duty and excise
duty were in arrears, as at ………. For a period of more than six months from the date they
became payable.

(c) According to the information and explanation given to us, there are no dues of income tax,
sales tax, service tax, customs duty and excise duty which have not been deposited on
account of any dispute.

x. In our opinion, the accumulated losses of the company are not more than fifty per cent of its
net worth. Further, the company has not incurred cash losses during the financial year
covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company
has not defaulted in repayment of dues to a financial institution, bank or debentures holders.

xii. We are of the opinion that the company has maintained adequate records where the company

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has granted loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.

xxxi. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.
Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003
are not applicable to the company.

xxxii. In our opinion, the company is not dealing in or trading in shares securities, debentures and
other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s
Report) Order, 2003 are not applicable to the company.

xxxiii. In our opinion, the terms and conditions on which the company has given guarantees for
loans taken by others from banks or financial institutions are not prejudicial to the interest of
the company.

xxxiv. In our opinion, the term loans have been applied for the purpose for which they were raised.

xxxv. According to the information and explanations given to us and on an overall examination of
the balance sheet of the company, we report that the no funds raised on short-term basis
have been used for long-term investment.

xxxvi. According to the information and explanations given to us, the company has made
preferential allotment of shares to parties and companies covered in the register maintained
under section 301 of the Act. In our opinion, the price at which shares have been issued is
not prejudicial to the interest of the company.

xxxvii. According to the information and explanations given to us during the period covered by our
audit report, the company had issued 1,00,000 debentures of Rs. 100 each. The company has
created security in respect of debentures issued.

xxxviii. We have verified the end use of money raised by public issue from the draft prospectus filed
with SEBI, the offer document and as disclosed in the notes to the financial statements.

xxxix. According to the information and explanations given to us, no fraud on or by the company has
been noticed or reported during the course of our audit.

For ABC and Co.

Chartered Accountants
Signature
(Name of the Member Signing the Audit Report)
(Designation)12

Membership Number

Place of Signature :

Date :

1. Reference may also be made to the Auditing and Assurance Standard (AAS) 28. The Auditor’s Report on
Financial Statements, Statement on Qualifications in the Auditor’s Report and the Guidance Note on
section 227(3)(e) and (f) of the Companies Act, 1956, issued by the Institute of Chartered Accountants of
India.

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2. Wherever applicable.

3. All references made in this Specimen Auditor’s Report to Companies (Auditor’s Report) Order, 2003
should be construed as being to the Companies (Auditor’s Report) Order, 2003 as amended by Companies
(Auditor’s Report) (Amendment) Order, 2004

4. Alternatively, in lead of giving the comments on Companies (Auditor’s Report) Order, 2003 in an
Annexure, the comments may be contained in the body of the main report.

5. Wherever applicable.

6. Wherever applicable.

7. Wherever applicable.

8. Wherever applicable.

9. Wherever is applicable.

10. Wherever applicable.

11. Partner or proprietor, as the case may be.

12. Partner or Proprietor, as the case may be.

(c) Western India Regional Council of the Institute of Chartered of Accountants of India All rights reserved.
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